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Exhibit 2.2
AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of this 31st day of
January, 2001 (this "Amendment"), by and among The MONY Group Inc., a Delaware
corporation ("Parent"), MONY Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and The Advest Group, Inc., a
Delaware corporation (the "Company").
RECITALS
WHEREAS, Parent, Merger Sub and the Company have previously entered into
an Agreement and Plan of Merger, dated as of August 23, 2000 (the "Merger
Agreement") (capitalized terms used but not defined in this Amendment shall have
the meanings ascribed thereto in the Merger Agreement); and
WHEREAS, Parent, Merger Sub and the Company now wish to amend the Merger
Agreement as provided herein;
NOW, THEREFORE, in connection with and in consideration of the premises
and the mutual agreements and covenants hereinafter set forth, Parent, Merger
Sub and the Company hereby agree as follows:
1. Section 2.2(m) of the Merger Agreement is restated to read in
its entirety as follows:
(m) Prior to the Closing Date the Company shall take all
necessary and appropriate actions to provide that, upon the Effective
Time, 50% of each restricted stock award or deferred stock award or any
other stock-based award (other than the Options), the value of which is
based upon the value of the Company Common Stock (collectively, the
"Stock Awards") which is at the Effective Time subject to any vesting
requirement which would not be accelerated as a result of the
transactions contemplated in this Agreement and which was issued
pursuant to a Company Stock Option Plan or any of the Company's
Non-Employee Director Equity Plan, Key Professional Equity Plan, Equity
Plan, 1998 Equity Plan, 1997 Equity Plan, 1996 Equity Plan or 1995
Equity Plan or any other similar plans, programs or arrangements, or
pursuant to any individual restricted stock agreements between the
Company and certain key employees, shall become fully vested and payable
or distributable 100% in cash (based upon the Cash price Per Share). At
the Effective Time, the remaining
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50% of such Stock Awards which are outstanding immediately prior thereto
shall be converted automatically into stock awards for such number of
shares of Parent Common Stock as shall be equal to the product of the
number of shares of such Company Common Stock multiplied by the Exchange
Ratio, provided that any fractional shares of Parent Common Stock
resulting therefrom shall be rounded up to the nearest whole share. The
terms of the new stock awards shall otherwise be the same as the
original stock awards, except that (a) all references to The Advest
Group, Inc. shall be deemed to be references to The MONY Group Inc.; and
(b) all such new stock awards shall become fully vested and payable or
distributable 100% in Parent Common Stock except for (i) new stock
awards held by persons designated by the Company as "Executive Officers"
for purposes of Section 16 under the Exchange Act; (ii) new stock awards
received upon conversion of Stock Awards under the Key Professionals
Equity Plan; or (iii) new stock awards received upon conversion of Stock
Awards under individual restricted stock agreements or under Article VII
of the Equity Plan which Stock Awards for that recipient individually,
or in the aggregate, exceed 2,599 shares. The Company agrees to take or
cause to be taken all actions necessary under such Stock Awards to
provide for such acceleration and payment. No Stock Award shall be
subject to any election pursuant to Section 2.2(d)-(h).
2. A new Appendix I to the Merger Agreement in the form attached
hereto is hereby added to the Merger Agreement.
3. A new Section 2.2(o) is hereby added to the Merger Agreement to
read in its entirety as follows:
"(o) Immediately prior to the Closing, each person listed on
Appendix I hereto may surrender to Parent certificates representing the
number of shares of Company Common Stock listed opposite such person's
name on Appendix I which (i) are beneficially owned by the individual as
of the Closing Date, and (ii) as reflected on Appendix I, were acquired
by such person pursuant to stock options exercised by such person during
the period commencing on the date that is one year prior to the Closing
Date and ending on August 23, 2000 that are designated and qualified as
"incentive stock options" under Section 422 of the Code. In exchange for
such surrender to Parent of any such shares of Company Common Stock,
such person shall receive, immediately prior to the Closing, that number
of shares of Parent Common Stock equal to the Exchange Ratio multiplied
by the number of shares of Company Common Stock surrendered, except that
any fraction of a share of Parent Common Stock arising pursuant to the
foregoing calculation shall be disregarded, thereby rounding the number
of shares of Parent Common Stock to be issued to such person downward to
the next whole number of shares.
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Shares of Company Common Stock surrendered to Parent pursuant to this
Section 2.2(o) shall not be subject to any proration, or entitled to
make any election, pursuant to Section 2.2 (d) - (h)."
Except as provided herein, the Merger Agreement shall remain unamended
and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first set forth above.
THE MONY GROUP INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chairman & Chief Executive Officer
MONY ACQUISITION CORP.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: President
THE ADVEST GROUP, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President & Chief Executive Officer
